UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2015 (October 23, 2015)
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-31826 | 42-1406317 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7700 Forsyth Blvd., St. Louis, Missouri |
63105 | |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 23, 2015, Centene Corporation ( Centene ) held a special meeting of stockholders (the Special Meeting ), at Centenes headquarters in St. Louis, Missouri. At the Special Meeting, the stockholders approved an amendment (the Amendment ) to Centenes Certificate of Incorporation, as amended, to increase the number of authorized shares of Centene common stock, par value $0.001 per share ( Centene Common Stock ), from 200,000,000 to 400,000,000 (the Charter Amendment Proposal ). The full text of the Amendment is attached as Exhibit 3.1 and is incorporated herein by reference.
The Amendment became effective upon Centenes filing of the Certificate of Amendment to the Certificate of Incorporation of Centene with the Secretary of State of the State of Delaware on October 23, 2015.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Special Meeting was held to consider and vote upon (i) a proposal to approve the issuance of Centene Common Stock, pursuant to the Agreement and Plan of Merger, dated as of July 2, 2015, by and among Centene, Chopin Merger Sub I, Inc., Chopin Merger Sub II, Inc. and Health Net, Inc. ( Health Net ), as the same may be amended from time to time (the Share Issuance Proposal ), (ii) a proposal to approve any proposal to adjourn the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal (the Centene Adjournment Proposal ), and (iii) the Charter Amendment Proposal.
At the Special Meeting, holders of 108,526,231 shares of Centene Common Stock, which represents approximately 91.1% of the shares of Centene Common Stock outstanding and entitled to vote as of the record date of September 22, 2015, were represented in person or by proxy.
The final voting results for each proposal, each of which is described in greater detail in Centenes definitive proxy statement filed with the Securities and Exchange Commission (the SEC ) on September 21, 2015, follow below:
Proposal OneThe Share Issuance Proposal:
For | Against | Abstain |
Broker
Non-Votes |
|||||||||||||
Total Shares Voted |
101,340,599 | 763,443 | 703,198 | 5,718,991 |
The Share Issuance Proposal was approved by Centenes stockholders.
Proposal TwoThe Centene Adjournment Proposal:
For | Against | Abstain | ||||||||||
Total Shares Voted |
100,081,059 | 7,520,404 | 924,768 |
Stockholder action on the Centene Adjournment Proposal was not required because there were sufficient votes at the time of the Special Meeting to approve the Share Issuance Proposal.
Proposal ThreeThe Charter Amendment Proposal:
For | Against | Abstain | ||||||||||
Total Shares Voted |
104,111,264 | 3,715,807 | 699,160 |
The Charter Amendment Proposal was approved by Centenes stockholders.
Item 8.01. Other Events
On October 23, 2015, Centene issued a press release announcing the final voting results of the Special Meeting, held on October 23, 2015. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
Forward Looking Statements
This material may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Centene, Health Net and the combined businesses of Centene and Health Net and certain plans and objectives of Centene and Health Net with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, hope, aim, continue, will, may, would, could or should or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions or political conditions; changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care Education Affordability Reconciliation Act and any regulations enacted thereunder; provider and state contract changes; the outcome of pending legal or regulatory proceedings; reduction in provider payments by governmental payors; the expiration or termination of Centenes or Health Nets Medicare or Medicaid managed care contracts with federal or state governments; tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that financing for the transaction may not be available on favorable terms; and risks and uncertainties discussed in the reports that Centene and Health Net have filed with the SEC. These forward-looking statements reflect Centenes and Health Nets current views with respect to future events and are based on numerous assumptions and assessments made by Centene and Health Net in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Centenes and Health Nets plans with respect to the proposed merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this announcement. Neither Centene nor Health Net assumes any obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus, as it may be amended, that is included in the Registration Statement on Form S-4 that has been filed with the SEC on September 21, 2015 in connection with the merger. A further list and description of risks and uncertainties can be found in Centenes Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K as well as in Health Nets Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K.
Additional Information and Where to Find It
The proposed merger transaction involving Centene and Health Net was approved by the respective stockholders of Centene and Health Net. In connection with the proposed merger, Centene prepared a registration statement on Form S-4 that included a joint proxy statement/prospectus for the stockholders of Centene and Health Net filed with
the SEC on September 21, 2015. The registration statement has been declared effective by the SEC. Each of Centene and Health Net have mailed the definitive joint proxy statement/prospectus to their respective stockholders and, at the appropriate time, will file other documents regarding the merger with the SEC. Centene and Health Net urge investors and stockholders to read the definitive joint proxy statement/prospectus, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders may receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SECs web site, http://www.sec.gov. These documents can also be obtained free of charge from Centene upon written request to the Investor Relations Department, Centene Plaza 7700 Forsyth Blvd. St. Louis, MO 63105, (314) 725-4477 or from Centenes website, http://www.centene.com/investors/, or from Health Net upon written request to the Investor Relations Department, Health Net, Inc. 21650 Oxnard Street Woodland Hills, CA 91367, (800) 291-6911, or from Health Nets website, www.healthnet.com/InvestorRelations.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
|
Description |
|
3.1 | Certificate of Amendment to the Certificate of Incorporation of Centene Corporation, dated October 23, 2015 | |
99.1 | Press Release issued by Centene Corporation on October 23, 2015 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTENE CORPORATION | ||||||
Dated: October 23, 2015 | By: |
/s/ Keith H. Williamson |
||||
Name: | Keith H. Williamson | |||||
Title: | Executive Vice President, Secretary and General | |||||
Counsel |
EXHIBIT INDEX
Exhibit
|
Description |
|
3.1 | Certificate of Amendment to the Certificate of Incorporation of Centene Corporation, dated October 23, 2015 | |
99.1 | Press Release issued by Centene Corporation on October 23, 2015 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CENTENE CORPORATION
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
October 23, 2015
Centene Corporation, a Delaware corporation (hereinafter called the Corporation), does hereby certify as follows:
FIRST: Paragraph (a) of Article FOURTH of the Corporations Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
(a) Authorized Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 410,000,000 shares of capital stock, consisting of (i) 400,000,000 shares of common stock, par value $0.001 per share (the Common Stock), and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (the Preferred Stock).
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name as of the date first written above.
CENTENE CORPORATION | ||||
By: | /s/ Keith H. Williamson |
Name: | Keith H. Williamson | |||
Title: |
Executive Vice President, Secretary and General Counsel |
Exhibit 99.1
Centene Announces Overwhelming Shareholder Approval of Merger with Health Net
Transaction on Track to Close in Early 2016
ST. LOUIS, October 23, 2015 Centene Corporation (NYSE: CNC) announced that, at a special meeting of shareholders held today in St. Louis, Centene shareholders voted overwhelmingly to approve the issuance of Centene common stock to shareholders of Health Net, Inc. (NYSE: HNT) in connection with Centenes pending merger with Health Net. The final results indicate that 99% of the shares voting at the special meeting voted in favor of the proposal, representing 85% of all outstanding shares. In a separate item, Centene shareholders approved an amendment to Centenes certificate of incorporation to increase the number of authorized shares of Centene common stock from 200 million to 400 million.
Separately today, Health Net announced that its shareholders voted overwhelmingly to approve the transaction with Centene at a special meeting of Health Net shareholders.
Michael F. Neidorff, Centenes Chairman, President and Chief Executive Officer, said, We appreciate the mandate of our investors and their overwhelming support of the merger of Centene and Health Net, which we believe will benefit shareholders, members, providers and key stakeholders of both companies. The addition of Health Nets business will provide us with critical mass, increase our capabilities and broaden the diversity of our offerings and geographic reach. Through our integration planning efforts, we have even greater enthusiasm about this transaction and our ability to drive long-term and sustainable growth as one company. We look forward to working with Health Net to complete this transaction.
As previously announced on July 2, 2015, the combination of Centene and Health Net will create a leading diversified multi-national healthcare enterprise, extending Centenes offerings in government programs, including Medicare Advantage and programs offered through contracts with the U.S. Department of Defense and U.S. Department of Veterans Affairs, as well as the commercial exchanges. Under the terms of the agreement, Centene will acquire all of the shares of Health Net in a cash and stock transaction valued at approximately $6.8 billion (based on Centenes closing stock price on July 1, 2015), including the assumption of approximately $500 million of debt. Health Net shareholders will receive 0.622 shares of Centene common stock and $28.25 in cash for each share of Health Net common stock. Upon completion of the transaction, Centene shareholders will own approximately 71% of the combined entity, with Health Net shareholders owning approximately 29%.
Centene and Health Net received early termination of the waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on August 12, 2015. Centene and Health Net continue to expect that the transaction will close in early 2016, subject to approvals by relevant state insurance and health care regulators and satisfaction of other customary closing conditions.
About Centene Corporation
Centene Corporation, a Fortune 500 company, is a diversified, multi-national healthcare enterprise that provides a portfolio of services to government-sponsored healthcare programs, focusing on under-insured and uninsured individuals. Many receive benefits provided under Medicaid, including the State Childrens Health Insurance Program (CHIP), as well as Aged, Blind or Disabled (ABD), Foster Care and Long Term Care (LTC), in addition to other state-sponsored/hybrid programs and Medicare (Special Needs Plans). The Company operates local health plans and offers a range of health insurance solutions. It also contracts with other healthcare and commercial organizations to provide specialty services including behavioral health management, care management software, correctional healthcare services, dental benefits management, in-home health services, life and health management, managed vision, pharmacy benefits management, specialty pharmacy and telehealth services.
For more information about Centene Corporation, please visit Centenes website at www.centene.com.
Forward Looking Statements
This material may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Centene, Health Net and the combined businesses of Centene and Health Net and certain plans and objectives of Centene and Health Net with respect thereto, including the expected benefits of the proposed merger. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, hope, aim, continue, will, may, would, could or should or other words of similar meaning or the negative thereof. There are several factors which could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions or political conditions; changes in federal or state laws or regulations, including the Patient Protection and Affordable Care Act and the Health Care Education Affordability Reconciliation Act and any regulations enacted thereunder; provider and state contract changes; the outcome of pending legal or regulatory proceedings; reduction in provider payments by governmental payors; the expiration or termination of Centenes or Health Nets Medicare or Medicaid managed care contracts with federal or state governments; tax matters; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that financing for the transaction may not be available on favorable terms; and risks and uncertainties discussed in the reports that Centene and Health Net have filed with the Securities and Exchange Commission (the SEC). These forward-looking statements reflect Centenes and Health Nets current views with respect to future events and are based on numerous assumptions and assessments made by Centene and Health Net in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement could cause Centenes and Health Nets plans with respect to the proposed merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this announcement. Neither Centene nor Health Net assumes any obligation to update the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus, as it may be amended, that is included in the Registration Statement on Form S-4 that has been filed with the SEC on September 21, 2015 in connection with the merger. A further list and description of risks and uncertainties can be found in Centenes Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K as well as in Health Nets Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in its reports on Form 10-Q and Form 8-K.
Additional Information and Where to Find It
The proposed merger transaction involving Centene and Health Net was approved by the respective stockholders of Centene and Health Net. In connection with the proposed merger, Centene prepared a registration statement on Form S-4 that included a joint proxy statement/prospectus for the stockholders of Centene and Health Net filed with the SEC on September 21, 2015. The registration statement has been declared effective by the SEC. Each of Centene and Health Net have mailed the definitive joint proxy statement/prospectus to their respective stockholders and, at the appropriate time, will file other documents regarding the merger with the SEC. Centene and Health Net urge investors and stockholders to read the definitive joint proxy statement/prospectus, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders may receive the registration statement containing the joint proxy statement/prospectus and other documents free of charge at the SECs web site, http://www.sec.gov. These documents can also be obtained free of charge from Centene upon written request to the Investor Relations Department, Centene Plaza 7700 Forsyth Blvd. St. Louis, MO 63105, (314) 725-4477 or from Centenes website, http://www.centene.com/investors/, or from Health Net upon written request to the Investor Relations Department, Health Net, Inc. 21650 Oxnard Street Woodland Hills, CA 91367, (800) 291-6911, or from Health Nets website, www.healthnet.com/InvestorRelations.